SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                -----------------

                                    FORM 10-Q

(Mark One)

[  X  ]      Quarterly  report pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934

                  For the twelve weeks ended October 10, 1998.

                                       OR

[     ]      Transition report pursuant to Section 13 or 15(d) of the Securities
             Exchange Act of 1934


Commission File Number 01-19592


                        GENERAL NUTRITION COMPANIES, INC.
             (Exact name of Registrant as specified in its charter)


         DELAWARE                                   04-3056351
         (state or other jurisdiction of            (I.R.S. Employer
         Incorporation or organization)             Identification No.)

         300 Sixth Avenue                           15222
         Pittsburgh, Pennsylvania                   (Zip Code)
         (Address of principal executive office)

         Registrant's telephone number, including area code:  (412)  288-4600


         Indicate  by a check  mark  whether  the  registrant  (1) has filed all
reports  required to be filed by section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No | |


         As of  November  10,  1998, the  number  of shares  outstanding  of the
registrant's common stock was 68,224,859.


<PAGE>


PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets
                        (in thousands, except share data)

                                                October 10,    January 31, 
                                                    1998           1998
                                                -----------    ----------
                                                (unaudited)
ASSETS
Current Assets:
   Cash                                         $     9,407    $    --
   Receivables, net                                  76,205       75,274
   Inventories                                      312,161      244,196
   Deferred taxes                                    12,976       14,190
   Other current assets                              14,272       29,305
                                                -----------    ---------
Total current assets                                425,021      362,965

Note due from related parties                        25,442       21,960
Property, plant, and equipment, net                 263,486      207,975
Other assets                                         41,276       33,895
Deferred financing fees, net of accumulated
   amortization of $3,483 and $2,646                  3,387        3,710
Goodwill, net of accumulated amortization of
   $70,485 and $62,327                              336,335      303,433
                                                -----------    ---------
                                                $ 1,094,947    $ 933,938
                                                ===========    =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities:
   Accounts payable                             $   126,184    $ 126,905
   Accrued salaries, wages, vacations
     and related taxes                               24,245       23,542
   Accrued income taxes                              10,487        4,825
   Other current liabilities                         75,193       65,392
   Long-term debt, current portion                      895          940
                                                -----------    ---------
Total current liabilities                           237,004      221,604

Long-term debt                                      755,997      357,408
Deferred taxes                                        3,215        4,214
Commitments and contingencies
Put options                                          15,906         --

Shareholders' Equity:
Common stock, $.01 par value:                           682          819
   Authorized 200,000,000 shares, issued and
   outstanding, 68,203,105 shares at October
    10, 1998 and 81,930,801 shares at
    January 31, 1998
Additional paid-in capital                             --        171,224
Stock options outstanding                             7,066        7,693
Subscriptions receivable                             (3,997)      (3,598)
Accumulated earnings                                 95,470      174,892
Accumulated other comprehensive loss                   (490)        (318)
                                                -----------    ---------
                                                     98,731      350,712
Put options                                         (15,906)        --
                                                -----------    ---------
                                                     82,825      350,712
                                                -----------    ---------
                                                $ 1,094,947    $ 933,938
                                                ===========    =========

                Notes to Consolidated Financial Statements are an
                       integral part of these statements.


<PAGE>


               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
          Consolidated Statements of Earnings and Comprehensive Income
                      (in thousands, except per share data)
                                   (unaudited)


<TABLE>
<CAPTION>

                                                          12 Weeks Ended            36 Weeks Ended
                                                     -----------------------    ----------------------
                                                     October 10,  October 11,  October 10,  October 11,
                                                        1998         1997          1998         1997
                                                     ----------   ----------    ---------    ---------

<S>                                                   <C>          <C>          <C>          <C>      
Net revenue                                           $ 304,652    $ 277,970    $ 960,217    $ 816,633
Cost of sales, including costs of warehousing,
   distribution and occupancy                           190,932      170,625      588,331      498,500
Selling, general and administrative                      76,039       63,118      228,595      186,453
                                                      ---------    ---------    ---------    ---------
Operating earnings                                       37,681       44,227      143,291      131,680
Interest expense, net                                     8,677        5,309       20,206       15,966
                                                      ---------    ---------    ---------    ---------
 Earnings before income taxes and minority interest      29,004       38,918      123,085      115,714

Income taxes                                             11,049       15,042       46,912       45,039
Minority interest                                          --            (56)          (1)        (170)
                                                      ---------    ---------    ---------    ---------
Net earnings                                             17,955       23,932       76,174       70,845

Other comprehensive loss:
   Foreign currency translation adjustment, net            (278)        (521)        (172)        (833)
                                                      ---------    ---------    ---------    ---------

Comprehensive income                                  $  17,677    $  23,411    $  76,002    $  70,012
                                                      =========    =========    =========    =========

Basic earnings per share                              $    0.25    $    0.30    $    0.97    $    0.88
                                                      =========    =========    =========    =========

Basic weighted average common shares                     72,473       81,040       78,788       80,896
                                                      =========    =========    =========    =========

Diluted earnings per share                            $    0.25    $    0.29    $    0.94    $    0.86
                                                      =========    =========    =========    =========

Diluted weighted average common shares                   73,276       83,122       80,670       82,781
                                                      =========    =========    =========    =========

</TABLE>























                Notes to Consolidated Financial Statements are an
                       integral part of these statements.


<PAGE>


               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (unaudited)

                                                            36 Weeks Ended
                                                       -------------------------
                                                       October 10,   October 11,
                                                           1998          1997
                                                       ----------    -----------

Cash flows from operating activities:
Net earnings                                            $  76,174    $  70,845
 Adjustments to reconcile net earnings to net cash
   provided by operating activities:
     Depreciation and amortization                         38,406       30,421
     Amortization of deferred financing fees                  837          746
     Loss (gain) on disposal of fixed assets                  425          (54)
     Decrease (increase) in deferred taxes                     94           (4)
     Compensation expense                                    --            289
     Other                                                    199         (170)
     Change in operating assets and liabilities:
       Decrease (increase) in receivables                      87      (10,105)
       Increase in inventories                            (61,535)     (19,562)
       Increase in other assets                            (2,207)      (1,209)
       Increase in accrued taxes                            5,662       16,186
       Increase in accounts payable and accrued
         liabilities                                       40,584       14,795
       Decrease in other working capital items             16,801        6,680
                                                        ---------    ---------
         Total adjustments                                 39,353       38,013
                                                        ---------    ---------
 Net cash provided by operating activities                115,527      108,858
                                                        ---------    ---------

Cash flows from investing activities:
   Capital expenditures                                   (80,412)     (39,155)
   Proceeds from disposals                                     31        1,050
   Increase in franchisee notes receivable                 (7,089)      (2,417)
   Payments for franchise store acquisitions              (52,949)     (14,522)
   Loan to related party                                   (2,886)      (7,662)
                                                        ---------    ---------
Net cash used in investing activities                    (143,305)     (62,706)
                                                        ---------    ---------

Cash flows from financing activities:
   Net borrowings (repayments) on revolving credit
     facility                                             399,300      (31,200)
   (Increase) decrease in book balance bank overdraft     (32,362)       2,694
   Decrease in capital lease obligations                     (756)        (726)
   Redemption of redeemable preferred stock                  (248)        (184)
   Net proceeds from issuance of common stock              10,446       15,150
   Net proceeds from sale of put options                    2,834        5,440
   Stock subscription receivable                             (399)         331
   Net payments for treasury stock                       (340,866)     (35,072)
   Increase in deferred financing fees                       (592)      (1,752)
                                                        ---------    ---------
 Net cash provided by (used in) financing activities       37,357      (45,319)
Effect of exchange rate changes on cash                      (172)        (833)
                                                        ---------    ---------
Net change in cash                                          9,407         --
Beginning balance, cash                                      --           --
                                                        ---------    ---------
Ending balance, cash                                    $   9,407    $    --
                                                        =========    =========

Supplemental  disclosures  of cash flow  information:
   Cash paid during the period for:
     Interest                                           $  19,592    $  15,924
     Income taxes                                       $  40,867    $  31,130


                Notes to Consolidated Financial Statements are an
                       integral part of these statements.


<PAGE>



                                                            
               GENERAL NUTRITION COMPANIES, INC. AND SUBSIDIARIES
                   Notes to Consolidated Financial Statements

                                   (Unaudited)

1.   Basis of Reporting.  In the opinion of General  Nutrition  Companies,  Inc.
     (the  "Company"),   the  information  furnished  includes  all  adjustments
     necessary for fair presentation of the consolidated  financial  position of
     the Company as of October 10, 1998 and January 31, 1998, and the results of
     operations for the twelve and  thirty-six  weeks ended October 10, 1998 and
     October  11,  1997.  All such  adjustments  are of a normal  and  recurring
     nature.

     Certain  information  and  footnote  disclosures  normally  included in the
     financial   statements  prepared  in  accordance  with  generally  accepted
     accounting  principles  have  been  either  condensed  or  omitted.  It  is
     suggested  that  these  consolidated   financial   statements  be  read  in
     conjunction  with the financial  statements  and footnotes  included in the
     Company's  1997  Annual  Report on Form 10-K for the  fiscal  year ended on
     January 31, 1998 filed with the  Securities  and Exchange  Commission.  The
     consolidated  financial  statements include the accounts of the Company and
     its  wholly  owned  subsidiaries  after  the  elimination  of  intercompany
     balances and  transactions.  The results of  operations  for the twelve and
     thirty-six  weeks ended October 10, 1998 and October 11, 1997, and the cash
     flows for the thirty-six weeks ended October 10, 1998 and October 11, 1997,
     are not necessarily indicative of the operating results for the full year.

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.

2.   New  Accounting  Pronouncements.  In June 1997,  the  Financial  Accounting
     Standards Board ("FASB") issued Statement of Financial Accounting Standards
     ("SFAS") No. 130 "Reporting Comprehensive Income." SFAS No. 130 establishes
     standards for reporting  comprehensive  income and its components,  some of
     which have been  historically  excluded  from the Statement of Earnings and
     recorded  directly to the equity section of an entity's balance sheet. SFAS
     No. 130 also requires that the  cumulative  balance of these items of other
     comprehensive  income are reported  separately  from retained  earnings and
     additional  paid-in capital in the equity section of a balance sheet.  This
     statement is effective for fiscal years  beginning after December 15, 1997.
     The Company has adopted SFAS No. 130 in 1998 and has elected to include the
     required items of other comprehensive income in its Consolidated Statements
     of Earnings and Comprehensive Income.

     In June 1997, the FASB issued SFAS No. 131  "Disclosures  about Segments of
     an Enterprise and Related  Information." SFAS No. 131 establishes standards
     for the way public  companies report selected  information  about operating
     segments  in both  quarterly  and  annual  financial  statements  to  their
     shareholders.  It also established  standards for related disclosures about
     products and services,  geographic areas, and major customers. SFAS No. 131
     is  effective  for fiscal years  beginning  after  December 15, 1997.  This
     statement is not required to be applied to interim financial  statements in
     the initial year of its application. The Company does not believe that SFAS
     No.  131  will  have  a  significant  effect  on  the  disclosures  in  its
     consolidated financial statements.

     In June 1998,  the FASB  issued  SFAS No. 133  "Accounting  for  Derivative
     Instruments  and Hedging  Activities,"  which  establishes  accounting  and
     reporting standards for derivative  instruments and for hedging activities.
     It requires that an entity  recognize all  derivatives  as either assets or
     liabilities  in the balance  sheet and measure  those  instruments  at fair
     value,  with the  potential  effect on  operations  dependent  upon certain
     conditions being met. The statement is effective for all fiscal quarters of
     fiscal years beginning after June 15, 1999. As the Company is not currently
     involved with  derivative  instruments  or hedging  activities,  management
     believes that  adoption of SFAS No. 133 will not have a significant  effect
     on its financial position or results of operations. 

3.   Cash. The Company utilizes a cash management system under which typically a
     book balance cash overdraft exists for the Company's  primary  disbursement
     accounts.  This  overdraft  represents  uncleared  checks in excess of cash
     balances in bank accounts. The Company's funds are borrowed on an as needed
     basis to pay for clearing checks.  At January 31, 1998, a cash overdraft of
     $32.4 million was included in accounts payable and at October 10, 1998, due
     to the timing of cash disbursements,  the Company maintained a cash balance
     of $9.4  million.  At October  10,  1998,  the  Company  had $42.3  million
     available on its revolving  credit  facility  after  excluding $2.7 million
     restricted for letters of credit.

4.   Reclassifications.  Certain amounts reported in previously issued financial
     statements have been reclassified to conform to the 1998 presentation.

5.   Earnings Per Share.  Basic  earnings per common share are computed based on
     the weighted average common shares outstanding. Diluted earnings per common
     share are computed based on the weighted average common shares  outstanding
     plus  additional  shares  assumed to be outstanding to reflect the dilutive
     effect of common  stock  equivalents.  The  following  table sets forth the
     computation of basic and diluted earnings per share:
<TABLE>
<CAPTION>

                                                         12 Weeks Ended                  36 Weeks Ended
                                                -------------------------------   ----------------------------
                                                   October 10,      October 11,     October 10,    October 11,
                                                       1998             1997            1998           1997
                                                ---------------   -------------   -------------   ------------
                                                              (in thousands, except per share data)

<S>                                             <C>               <C>             <C>             <C>    
Net earnings available for common shares        $        17,955   $      23,932   $      76,174   $     70,845
                                                ===============   =============   =============   ============

Basic weighted average common shares                     72,473          81,040          78,788         80,896
                                                ===============   =============   =============   ============

Basic earnings per share                        $          0.25   $        0.30   $        0.97   $       0.88
                                                ===============   =============   =============   ============


Basic weighted average common shares                     72,473          81,040          78,788         80,896
 Shares issuable from assumed conversion of
   dilutive stock options and exercise of put
   options                                                  803           2,082           1,882          1,885
                                                ---------------   -------------   -------------   ============
Diluted weighted average common shares                   73,276          83,122          80,670         82,781
                                                ===============   =============   =============   ============

Diluted earnings per share                      $          0.25   $        0.29   $        0.94   $       0.86
                                                ===============   =============   =============   ============
</TABLE>

6.   Put  Options.  During the  thirty-six  weeks ended  October 10,  1998,  the
     Company  traded put  options on a net 3.5 million  shares of the  Company's
     common stock and recorded net proceeds of $2.8 million.  The amount related
     to the Company's potential  obligation has been recorded as a liability and
     reclassified  from  shareholders'  equity to put  options.  The 0.5 million
     options  outstanding  at October 10, 1998 expire during the current  fiscal
     year's fourth quarter and have an exercise price of $31.81 per share.

7.   Treasury  Stock.  For the twelve weeks ended October 10, 1998,  the Company
     repurchased  and  retired 12 million  shares of its own stock at an average
     price of $21.35  per  share.  The total  repurchased  and  retired  for the
     thirty-six  weeks  ended  October 10,  1998 was 14.5  million  shares at an
     average  price of  $23.51  per  share  and an  aggregate  amount  of $340.9
     million.

8.   Legal Proceedings.  Certain Company subsidiaries are named as defendants in
     legal  actions  brought in  federal  and state  courts by  certain  parties
     seeking damages resulting from the ingestion of certain products containing
     manufactured  L-Tryptophan.  No  provision  has been made in the  financial
     statements  for any loss that may result to the Company from these actions.
     See Note 13 in the  Company's  Form 10-K for the fiscal year ended  January
     31, 1998.

     On June 24, 1996, a putative  class action,  Lavalla v. Lee et al, C.A. No.
     15080, was commenced against the Company and two directors and shareholders
     in the  Court of  Chancery  of the  State of  Delaware,  Newcastle  County,
     alleging  violations  of the  federal  securities  laws  arising out of the
     Prospectus  and  Registration  Statement  (the  "Prospectus")  for a public
     offering  of common  stock of the  Company  which took place on February 7,
     1996 (the "Public Offering"). The action was dismissed without prejudice on
     December  29,  1997  pursuant  to  the  parties'  stipulation.   The  named
     plaintiff,  Gaetan Lavalla,  subsequently became a named plaintiff in Klein
     et al v. General Nutrition Companies, Inc. et al, Civil Action No. 96-1455,
     another putative class action filed on August 2, 1996, in the United States
     District  Court  for  the  Western  District  of  Pennsylvania.  In  Klein,
     plaintiffs  asserted that the Company is liable for  violations of Sections
     11 and 12(a) of the  Securities  Act of 1933 and  Section  1-501(a)  of the
     Pennsylvania  Securities Act, arising out of allegedly false and misleading
     statements in the  Prospectus,  and for  violations of Section 10(b) of the
     Securities Exchange Act of 1934 and for negligent misrepresentation arising
     out of allegedly false and misleading  public  statements during the period
     from the Public Offering through May 28, 1996. Plaintiffs also alleged that
     certain officers, directors and shareholders of the Company, as well as the
     underwriters  for the Public  Offering,  are liable for other violations of
     the federal and state securities laws and for negligent misrepresentation.

     Defendants  moved  to  dismiss  the  Complaint  on  December  2,  1996  and
     plaintiffs  subsequently  filed an Amended  Complaint dated March 21, 1997,
     which among other things,  added Gaetan  Lavalla as a named  plaintiff.  On
     March 30, 1998 the Court  granted the motions of all  defendants to dismiss
     the Amended  Complaint  with  prejudice.  On April 20, 1998, the plaintiffs
     filed a Notice of Appeal  with the United  States  Court of Appeals for the
     Third  Circuit.  The Company  disputes  the  allegations  contained  in the
     complaint and intends to defend the action vigorously.

     The  Company is  presently  engaged  in various  other  legal  actions  and
     governmental  proceedings,   and  although  ultimate  liability  cannot  be
     determined  at the present  time,  the Company is  currently of the opinion
     that  the  amount  of any such  liability  from  these  other  actions  and
     proceedings  when  taking  into  consideration  of  the  Company's  product
     liability  coverage,  will  not  have  a  material  adverse  impact  on its
     financial position, results of operations or liquidity.

9.   Inventories.  Inventories consist of the following:

                                           October 10,   January 31,
                                               1998         1998
                                            ---------    ----------
                                                (in thousands)

Product ready for sale                       $268,165     $201,155
Unpackaged bulk products and raw materials     40,357       39,203
Packaging supplies                              3,639        3,838
                                             --------     --------
                                             $312,161     $244,196
                                             ========     ========

10.  Credit  Facility.  On August 10,  1998,  the Company  acquired a new credit
     facility  from  members  of its  bank  group  in  order  to  finance  stock
     repurchases  and  for  general  corporate  purposes.  The  facility  allows
     additional  borrowings  Company the option to borrow  $200  million in $100
     million  increments  of up to $100  million and bears  interest at variable
     rates based on prime plus add-on  margins of .5% to .75% and/or  Eurodollar
     plus add-on  margins of 1.5% to 2.0%.  The maturity date of the facility is
     July 1, 2002.  Currently,  under the  original and above  mentioned  credit
     agreements,  the  Company  has the  ability to acquire an  additional  $100
     million credit facility.

ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF RESULTS OF  OPERATIONS  AND
FINANCIAL CONDITION

FORWARD-LOOKING STATEMENTS

This  quarterly  report  on Form 10-Q  contains  statements  relating  to future
results of the Company (including certain  projections and business trends) that
are "forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of  certain  risks and  uncertainties,  including  but not  limited  to
changes in political and economic  conditions;  demand for and market acceptance
of new and existing products, as well as other risks and uncertainties  detailed
from time to time in the filings of the Company with the Securities and Exchange
Commission.

RESULTS OF OPERATIONS

Revenue

Consolidated  revenue for the twelve and  thirty-six  week periods ended October
10,  1998 was $304.7  million  and $960.2  million,  respectively,  representing
increases of 9.6% and 17.6% from the same periods in 1997. Below is a comparison
of revenue for each of the Company's  businesses  for the twelve and  thirty-six
week periods:

<TABLE>
<CAPTION>
                                                                Consolidated Revenue
                      ---------------------------------------------------------------------------------------------------------
                                        12 Weeks Ended                                        36 Weeks Ended
                      ---------------------------------------------------   ---------------------------------------------------
                      October 10,  % of Total    October 11,  % of Total    October 10,  % of Total    October 11,  % of Total
                         1998        Revenue        1997        Revenue        1998        Revenue        1997        Revenue
                      -----------  -----------   -----------  -----------   -----------  -----------   -----------  -----------
                      (millions)                 (millions)                 (millions)                 (millions)
<S>                     <C>             <C>         <C>            <C>         <C>            <C>         <C>            <C>  
Retail                 $  230.0         75.5%     $  198.6         71.4%      $  703.7        73.3%     $  595.2         72.9%
Franchising                53.0         17.4%         54.7         19.7%         169.1        17.6%        158.9         19.4%
Manufacturing              21.7          7.1%         24.7          8.9%          87.4         9.1%         62.5          7.7%
                      -----------  -----------   -----------  -----------   -----------  -----------   -----------  -----------
Total                  $  304.7        100.0%     $  278.0        100.0%      $  960.2       100.0%     $  816.6        100.0%
                      ===========  ===========   ===========  ===========   ===========  ===========   ===========  ===========
</TABLE>


         Retail Revenue.  Domestically,  the Company's products are sold through
retail stores operating primarily under the General Nutrition Centers(R) and GNC
Live  Well(TM)  store names ("GNC  stores").  The Company also  operates  retail
stores under the Nature's  Fresh(TM)  and  Amphora(TM)  names.  Internationally,
products are sold through retail outlets operating under the names of Health and
Diet Centres(R) and General Nutrition Centres(R) in the United Kingdom,  Canada,
and  New  Zealand.   Presented   below  is  a  summary  of  retail  revenue  and
corresponding store information:


<TABLE>
<CAPTION>
                                                                     Retail Revenue
                                                                                                                Operating Company
                                   12 Weeks Ended                               36 Weeks Ended                   Store Locations
                     -------------------------------------------  -------------------------------------------  ---------------------
                      October      % of      October     % of      October      % of      October     % of      October     October
                        10,       Retail       11,      Retail       10,       Retail       11,      Retail       10,         11,
                       1998       Revenue     1997      Revenue     1998       Revenue     1997      Revenue     1998        1997
                     ---------  ---------- ----------  ---------  ---------  ---------- ----------  ---------  ---------  ----------
                     (millions)            (millions)             (millions)            (millions)

<S>                    <C>          <C>      <C>          <C>       <C>          <C>      <C>          <C>        <C>         <C>  
  GNC stores           $ 206.4      89.7%    $178.9       90.1%     $ 636.2      90.4%    $535.7       90.0%      2,395       1,908
  Other domestic                                                                                                                    
     stores               15.3       6.7%      14.9        7.5%        44.4       6.3%      46.3        7.8%         40          54
  International                                                                                                                     
     stores                8.3       3.6%       4.8        2.4%        23.1       3.3%      13.2        2.2%        131          61
                     ---------  ---------  ----------  ---------  ---------  ---------- ----------  ---------  ---------  ----------
                       $ 230.0     100.0%    $198.6      100.0%     $ 703.7     100.0%    $595.2      100.0%      2,566       2,023
                     =========  =========  ==========  =========  =========  ========== ==========  =========  =========  ==========
</TABLE>

Revenue for GNC stores  increased  15.4% and 18.8% for the twelve and thirty-six
week periods ended October 10, 1998,  respectively,  when compared with the same
periods  in 1997,  the  result of 487 net new or  acquired  store  openings  and
favorable  comparable  store sales gains of 2.3% for the thirty-six  week period
ended October 10, 1998.  For the twelve week period ending October 10, 1998, the
comparable  store sales decreased 1.6% when compared to the same period in 1997.
The primary  reason for this  comparable  store sales decrease was a result of a
slowing in herb category sales as strong  publicity and a media campaign in 1997
were not  repeated  in 1998.  In  addition,  the  Company  revised  its  pricing
strategy,  lowering  prices on branded  sports  products  and certain  commidity
vitamins.

Revenue  from the 6 Nature's  Fresh  natural  grocery  stores,  comprised  $13.4
million or 87.6% of the other  domestic  stores  category  for the twelve  weeks
ended  October 10, 1998 versus  $10.4  million or 69.8% for the same period last
year.  Comparable store sales for Nature's Fresh stores increased 8.1% and 11.2%
for the twelve and thirty-six week periods ended October 10, 1998, respectively,
when compared with the same periods in 1997.

The Company  opened 18 and 51 new stores in Canadian  markets  during the twelve
and thirty-six week periods ended October 10, 1998, respectively, for a total of
85. Additionally, the Company opened 3 international stores in the third quarter
and now operates 46 stores in the United Kingdom and New Zealand. The Company is
reevaluating its international  market strategy,  and, with the exception of the
Canadian market, has no current plans for expansion.

         Franchising  Revenue.  Revenue at  Franchising  is generated  primarily
through  sales of products to  franchises  at wholesale  prices and royalties on
franchises'  retail sales.  Additional  revenue is generated through the initial
franchise license fee, sales of stores,  fixtures and graphic materials, as well
as interest earned on franchise accounts receivable.

Consolidated   revenue  from  the  franchise  segment  increased  6.4%  for  the
thirty-six  week period ended  October 10, 1998 compared with the same period in
1997. This increase is primarily the result of franchise stores comparable store
sales increase of 10.2% for the thirty-six weeks ended October 10, 1998. For the
twelve weeks ended October 10, 1998,  revenue at  Franchising  decreased by $1.7
million when compared to the same period in 1997.  The decrease was due to lower
comparable  store  sales  in  franchise  stores  of 4.2% and the  impact  of the
Company's franchise store repurchase program in 1997.

Revenue from domestic and international  franchise  locations were $53.0 million
and $169.1 million for the twelve and thirty-six  week periods ended October 10,
1998.  Comparable  store sales for domestic and  international  franchise stores
increased 4.3% and 3.1%, respectively,  for the twelve week period ended October
10, 1998 when compared  with the same period in 1997.  For the  thirty-six  week
period  ended  October  10,  1998  the  domestic  and  international   franchise
comparable  store sales  increased 10.7% and 4.7%,  respectively,  when compared
with the same period in 1997.

The franchise  program continues its strong growth potential as 105 and 336 more
franchise  stores were awarded in the twelve and thirty-six  week periods ending
October  10,  1998.  There are now 424  domestic  and 436  international  stores
awarded or part of development agreements that have not yet been opened.

Presented  below is the number of operating  franchise  stores and the number of
outstanding  development agreements and the number of franchises awarded but not
yet open:
<TABLE>
<CAPTION>

                                                      Number of Operating Franchise Locations

                                                October 10, 1998                    October 11, 1997
                                         -------------------------------     -------------------------------
         Franchise Locations               Domestic      International         Domestic      International
--------------------------------------   -------------   ---------------     -------------   ---------------

<S>                                            <C>                <C>              <C>                 <C>
At beginning of period                         1,120              170              1,117               134
Added during period                               64                5                 65                 5
Closed/converted during period                   (25)              (2)               (52)               (1)
                                         -------------   ---------------     -------------   ---------------
At end of period                               1,159              173              1,130               138
                                         =============   ===============     =============   ===============

Development agreements and stores                                                                        
  awarded but not yet open                       424              436                302               396
</TABLE>

         Manufacturing  Revenue.  Revenue at Manufacturing was $65.5 million and
$243.3  million in the twelve and  thirty-six  weeks  ended  October  10,  1998.
Revenue at the Company's  South  Carolina  facility was $61.3 million and $230.4
million  or 93.6% and 94.7% of total  Manufacturing  revenue  for the twelve and
thirty-six weeks ended.


<PAGE>



<TABLE>
<CAPTION>
                                                               Manufacturing Revenue
                      ---------------------------------------------------------------------------------------------------------
                                        12 Weeks Ended                                        36 Weeks Ended
                      ---------------------------------------------------   ---------------------------------------------------
                        October                    October                    October                    October
                          10,         % of           11,         % of           10,         % of           11,         % of
                         1998         Total         1997         Total         1998         Total         1997         Total
                      -----------  -----------   -----------  -----------   -----------  -----------   -----------  -----------
                      (millions)                 (millions)                 (millions)                 (millions)
<S>                     <C>             <C>        <C>             <C>        <C>             <C>        <C>             <C>  
Third party             $  21.7         33.1%      $  24.7         37.0%      $   87.4        35.9%      $  62.5         31.0%
Intercompany               43.8         66.9%         42.0         63.0%         155.9        64.1%        138.9         69.0%
                      -----------  -----------   -----------  -----------   -----------  -----------   -----------  -----------
Total                   $  65.5        100.0%      $  66.7        100.0%       $ 243.3       100.0%      $ 201.4        100.0%
                      ===========  ===========   ===========  ===========   ===========  ===========   ===========  ===========
</TABLE>

Sales to  third-party  customers  were $21.7  million and $87.4  million for the
twelve and thirty-six weeks ended October 10, 1998. The  intercompany  sales are
eliminated from the Company's  consolidated  revenue. For the twelve week period
ended October 10, 1998, third party revenue at the Company's  Greenville,  South
Carolina  facility  decreased  by 13.7%  to  $18.2  million,  due  primarily  to
third-party customers delaying orders until the fourth quarter of fiscal 1998.


<TABLE>
<CAPTION>
Analysis of Consolidated Operating Costs and Expenses
-----------------------------------------------------

                                                           12 Weeks Ended                          36 Weeks Ended
                                                --------------------------------------  --------------------------------------
                                                   October 10,         October 11,         October 10,         October 11,
                                                      1998                1997                1998                 1997
                                                ------------------  ------------------  ------------------   -----------------
                                                           (in thousands)                          (in thousands)

<S>                                            <C>                    <C>             <C>                  <C>
Cost of sales, including costs of                                                                           
  warehousing, distribution and occupancy        $    190,932        $     170,625      $   588,331          $   498,500
Percent of net revenue                                   62.6%                61.4%            61.3%                61.1%

Selling, general and administrative              $     76,039        $      63,118      $   228,595          $   186,453
Percent of net revenue                                   25.0%                22.7%            23.8%                22.8%

Operating earnings                               $     37,681        $      44,227      $   143,291          $   131,680
Percent of net revenue                                   12.4%                15.9%            14.9%                16.1%
</TABLE>

Cost of sales  including  the cost of  warehousing,  distribution  and occupancy
increased  as a  percentage  of net  revenue by 1.2% in the twelve  weeks  ended
October 10, 1998 when  compared  with the same period in 1997.  The increase was
caused primarily by a marketing  promotion for certain sports nutrition products
and lower  retail  prices  charged on certain  commodity  vitamins.  The Company
expects to continue its current pricing strategies in the fourth quarter.

Selling,  general and  administrative  costs  increased  $12.9 million and $42.1
million in the twelve and thirty-six weeks ended October 10, 1998, respectively,
compared  with the same periods in 1997.  For the twelve weeks ended October 10,
1998, the selling,  general and administrative  expenses increase of 2.3% of net
revenue  when  compared  with the same period in 1997 was due  primarily  to the
decrease in comparable  store sales of 1.6% and a one time  severance  charge of
$1.6 million.  The increase in dollars in both the twelve and  thirty-six  weeks
ended October 10, 1998 when compared with the same periods in 1997 was primarily
due to the  addition  of new  company-owned  stores  and  increased  advertising
expenditures.



<PAGE>


Non-Operating Expense Analysis

Interest  expense for the quarter  increased $3.4 million to $8.7 million,  when
compared to the same period in 1997.  The  increase in interest  expense was the
result of $410.0 million of additional  borrowings  made since the third quarter
of 1997 to repurchase Company stock, fund the Company's  franchise store buyback
program and increased capital expenditures.


<PAGE>


Review of Financial Condition
Analysis of Liquidity and Capital Resources

During the  thirty-six  weeks ended October 10, 1998,  the Company's  cash flows
from  operating,   investing  and  financing  activities  as  reflected  in  the
Consolidated Statements of Cash Flows is summarized as follows:

                                                      36 Weeks Ended
                                           -------------------------------------
                                             October 10,         October 11,
                                                 1998                1997
                                           -----------------   -----------------
                                                      (in thousands)

Cash provided by (used in):
    Operating activities                     $      115,527        $    108,858
    Investing activities                           (143,305)            (62,706)
    Financing activities                             37,357             (45,319)
    Effect of exchange rate                            (172)               (833)
        changes on cash
                                           -----------------   -----------------
Net change in cash                           $        9,407      $          -
                                           =================   =================

     Operating  Activities.  Cash  provided  by  operating  activities  for  the
thirty-six weeks ended October 10, 1998 was $115.5 million versus $108.9 million
for the same period in 1997,  a increase of $6.6  million.  The increase was due
primarily  to an increase in  earnings  as well as to  favorable  changes in the
Company's operating assets and liabilities.

     Investing Activities.  The Company's primary investing activities have been
for capital  expenditures  made in connection with new store  construction,  the
remodeling of existing stores,  and expansion  requirements at the manufacturing
facilities. Capital expenditures for the thirty-six weeks ended October 10, 1998
increased  $41.3 million or 105.4% from the same period in 1997 due  principally
to the  completion of a new Nature's  Fresh  prototype  store,  the  accelerated
opening of new company stores,  increased  spending at Manufacturing  related to
the expansion of the Greenville, South Carolina facility and the commencement of
construction of a new  manufacturing  facility/distribution  center in Anderson,
South Carolina.  Additionally,  the Company utilized $52.9 million for franchise
store  acquisitions  in the thirty-six  weeks ended October 10, 1998 compared to
$14.5 million in the same period in 1997, as a result of an accelerated  buyback
program of existing franchise store locations, which commenced late in the third
quarter of 1997.

     Financing Activities. Cash provided by financing activities increased $82.7
million for the  thirty-six  weeks ended October 10, 1998 versus the same period
in 1997. During 1998, the Company borrowed a net amount of $399.3 million on its
line of  credit,  primarily  to  repurchase  the  Company's  stock  and fund the
aforementioned   increase   in  capital   expenditures   and   franchise   store
acquisitions.  Additionally  in 1998, the Company  received net proceeds of $2.8
million by trading put options  giving the Company the  potential  obligation to
purchase 3.5 million shares of its own stock for $118.8  million.  As of October
10, 1998, the remaining potential obligation for the Company related to the puts
is 0.5 million shares at an aggregate of $15.9 million. For the thirty-six weeks
ended October 10, 1998, the Company repurchased,  and subsequently retired, 14.5
million  shares of its own stock for $340.9  million  with  borrowed  funds.  At
October 10,  1998,  the Company had $42.3  million  available  on its  revolving
credit facility after  excluding $2.7 million  restricted for letters of credit.
During the twelve  weeks ended  October  10,  1998,  the Company  acquired a new
credit  facility  allowing the Company the option to borrow $200 million in $100
million increments of which the Company borrowed $100 million. The Company chose
not to exercise its right to borrow the  remaining  $100  million and  currently
expects cash flows from  operating  activities  to be sufficient to fund current
operations.

Year 2000

The Year  2000  problem  arises  from the fact that  many  existing  information
technology ("IT") hardware and software systems and  non-information  technology
("non-IT")  products  containing  embedded microchip  processors were originally
programmed to represent any date with six digits (e.g., 12/31/99), as opposed to
eight digits (e.g., 12/31/1999).  Accordingly,  problems may arise for many such
products and systems when  attempting to process  information  containing  dates
that fall after  December 31, 1999. As a result,  many such products and systems
could  experience  miscalculations,  malfunctions or disruptions.  Additionally,
such  products  and  systems may  experience  miscalculations,  malfunctions  or
disruptions caused by other dates, such as September 9, 1999 (9/9/99), which was
a date  traditionally  used as a  default  date by  computer  programmers.  This
problem is commonly referred to as the "Year 2000" problem, and the acronym"Y2K"
is commonly  substituted  for the phrase  "Year  2000."  Although the Company is
unable at this time to assess the possible  impact on its results of operations,
liquidity or financial condition of any Y2K-related  disruptions to its business
caused by the  malfunctioning  of any IT or non-IT  system and products  that it
uses or that  third  parties  with  which  it has  material  relationships  use,
management  believes  at the  current  time  that  the cost of  remediating  the
Company's internal Y2K problems will not have a material adverse impact upon its
business, results of operations, liquidity or financial condition.

The Company's  State Of Readiness  For Its Year 2000 Issues.  As a result of the
Company's  software  upgrades and computer  system  purchases  over the past few
years, a substantial  number of the Company's computer systems should not have a
Y2K  problem  (i.e.,  are   "Y2K-compliant")   or  have  been  warranted  to  be
Y2K-compliant by third-party  vendors. The Company has created a task force (the
"Y2K  Task  Force"),  that  includes  members  from  the  Company's  significant
operating areas. To date, the Y2K Task Force has implemented a program, the goal
of which is to  assess  the  potential  exposure  of each  such  area to the Y2K
problem,  which is the first phase of the Company's overall Y2K program, and, as
the second phase thereof,  has designed a coordinated plan to determine  whether
any such  potential  exposure  would result in a problem that would require some
remediation.  As each such area's Y2K problems are  identified,  the third phase
will be to formulate proposals to determine the best course of action to address
each such problem and to address each such problem,  and contingency  plans will
be  developed,  to the extent  possible  and  necessary.  The final phase of the
overall Y2K program will be both  independent and coordinated  testing to ensure
Y2K  compliance in each operating  area. The Company  believes that the Y2K Task
Force has identified all material IT and non-IT systems owned or operated by the
Company  that  require  a Y2K  compliance  review.  The Y2K Task  Force  has the
responsibility  for addressing any Y2K problems in either IT or non-IT  systems.
All of the Company's IT systems,  including its accounting and human  resources,
are in the formulate  proposals/testing  phase.  Testing for Y2K  compliance has
already  begun or has been  planned  for each such system and the Y2K Task Force
projects  that  testing  of the  Company's  most  critical  IT  systems  will be
substantially  completed  by 1st  quarter  1999.  The Y2K  Task  Force  has also
identified  those  third  parties,  such as  software  and  hardware  suppliers,
significant  vendors and external  file  exchange  system  providers,  whose Y2K
compliance  or lack thereof may pose  problems for the Company.  Pursuant to the
Y2K Task Force's plan,  inquiries have been sent to those third parties. The Y2K
Task Force  estimates  that it will receive  initial  responses to its inquiries
from all such third parties by 1st quarter 1999.

The Costs To Address  The  Company's  Year 2000  Issues.  The cost of  purchases
allocated  for hardware and software as well as all other  expenditures  will be
expensed as incurred or capitalized in accordance with the Company's fixed asset
policy. Although the Y2K task force has completed the first and second phases of
its  overall  Y2K  program,  the third and fourth  phases,  while  substantially
complete, remain in process and, therefore, the estimate for direct costs may be
materially increased.  The total cost associated with required  modifications to
become Year 2000  compliant  is not  expected  to be  material to the  Company's
financial position.

Risks  Related To The  Company's  Year 2000  Issues.  The  Company  has begun to
outline several  possible  worst-case  scenarios that could arise because of Y2K
issues;  however, at this time, the Company does not have sufficient information
to make an assessment of the  likelihood of any of these  worst-case  scenarios.
The Company has shifted some of its focus and resources to the resolution of Y2K
issues.  This will  result in the  deferral  of some  existing  or  contemplated
projects,  particularly  computer-system oriented projects. Although the Company
is unable at this time to quantify its internal,  indirect costs  resulting from
such change in focus, with its resultant  deferral of projects,  management does
not believe that the cost of  remediating  the  Company's  internal Y2K problems
will have a material  adverse  impact upon its business,  results of operations,
liquidity  or  financial  condition.  The  Company  is  also  reviewing  the Y2K
compliance  efforts of its transfer agent and the NASDAQ National Market System.
The Bank of New York, the Company's  registrar and transfer agent,  has reported
that the goal of its Y2K project is to be compliant  by December 31, 1998,  that
it has already completed a comprehensive inventory of its mainframe systems, and
that it is  currently  assessing,  remediating  and testing its software for Y2K
compliance.  The National Association of Securities Dealers, Inc. ("NASD"),  the
parent company for the NASDAQ  National Market System,  is coordinating  all Y2K
activities for NASD-related  entities.  The NASD has publicly  disclosed that it
has analyzed  all of its  products and systems and launched its  systems-testing
process in July 1998. The NASD also  participated in industry-wide  beta testing
conducted by the Securities  Industry  Association,  which was completed on July
16, 1998.  Industry-wide  testing  will resume in March and April 1999.  The Y2K
Task Force  plans to make  inquiries  of the major  financial  institutions  and
utilities that provide  services to the Company and is taking measures to assess
the potential effects of those entities' failures to become Y2K-compliant within
the time remaining.  If, notwithstanding any such entity's  representations that
it will be  Y2K-compliant in time, it is not compliant,  the Company's  business
and operations could be adversely affected.

Contingency  Plans.  The Y2K Task Force's  responsibilities  include  developing
contingency plans for each of the Company's  significant  operating areas. These
contingency  plans would be utilized  in the event that,  despite the  Company's
best  efforts,  or due to the  Company's  lack of  control  over  certain  third
parties,  a system is not Y2K-compliant and the Company's  business is adversely
affected. These contingency plans are being developed by each operating area and
are expected to include:  estimating  the cost of back-up  generators  for power
failures,  isolating  a  noncompliant  system so that it does not  affect  other
operating systems and "turning back the clock" on date sensitive systems.





<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

              There have been no material  developments in the matters disclosed
              or incorporated  by reference in Part I Item 3 LEGAL  PROCEEDINGS,
              of the  Company's  Annual  Report on Form 10-K for the fiscal year
              ended January 31, 1998.

ITEM 2.       CHANGES IN SECURITIES

              None

ITEM 3a.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

              Market Risk.  The Company is exposed to certain  market risks from
              transactions  that are entered  into  during the normal  course of
              business.  The Company's policies do not permit active trading of,
              or speculation in, derivative financial instruments. The Company's
              primary  market risk exposure  relates to interest rate risk.  The
              Company  manages  its  interest  rate risk in order to balance its
              exposure  between  fixed and variable  rates while  attempting  to
              minimize its interest costs.

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

              None

ITEM 5.       OTHER INFORMATION

              None

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

              (23)    Interim   review  report  of  the  Company's   independent
                      accountants, Deloitte & Touche LLP, for the fiscal quarter
                      ended October 10, 1998

              (23.1)  Letter in lieu of  consent  of the  Company's  independent
                      accountants, Deloitte & Touche LLP, for the fiscal quarter
                      ended October 10, 1998

              (27)    Financial Data Schedule

No current reports on Form 8-K were filed during the current fiscal quarter.







<PAGE>


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                        GENERAL NUTRITION COMPANIES, INC.


By: /s/ Edwin J. Kozlowski
Edwin J. Kozlowski

Executive Vice President, Chief Financial
Officer, and Principal Accounting Officer



DATE: November 11, 1998 


<PAGE>


                                                                      EXHIBIT 23





INDEPENDENT ACCOUNTANTS' REPORT

To The Board of Directors and Stockholders of
General Nutrition Companies, Inc.
Pittsburgh, Pennsylvania

We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  General
Nutrition  Companies,  Inc. and subsidiaries as of October 10, 1998, the related
consolidated  statements of earnings and comprehensive income for the twelve and
thirty-six  weeks  ended  October  10,  1998  and  October  11,  1997,  and  the
consolidated statements of cash flows for the thirty-six weeks ended October 10,
1998 and October 11, 1997. These financial  statements are the responsibility of
the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and of making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to such consolidated  financial  statements for them to be in conformity
with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the consolidated balance sheet of General Nutrition Companies,  Inc.
and subsidiaries as of January 31, 1998, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the year then ended (not
presented  herein);  and in our report  dated April 20,  1998,  we  expressed an
unqualified opinion on those consolidated financial statements.  In our opinion,
the information set forth in the accompanying  consolidated  balance sheet as of
January 31, 1998, is fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.



Deloitte & Touche LLP

Pittsburgh, Pennsylvania
October 26, 1998


<PAGE>


                                                                    EXHIBIT 23.1






November 11, 1998

General Nutrition Companies, Inc.
300 Sixth Avenue
Pittsburgh, Pennsylvania

Dear Sirs:

We have made a review, in accordance with standards  established by the American
Institute of Certified Public  Accountants,  of the unaudited  interim financial
information of General Nutrition Companies, Inc. and subsidiaries for the twelve
and  thirty-six  weeks ended October 10, 1998 and October 11, 1997, as indicated
in our report dated  October 26, 1998;  because we did not perform an audit,  we
expressed no opinion on that information.

We are aware that our  report  referred  to above,  which was  included  in your
Quarterly  Report  on Form 10-Q for the  quarter  ended  October  10,  1998,  is
incorporated by reference in  Registration  Statement Nos.  33-58096,  33-68590,
33-93370, 333-00128, and 333-21397 on Form S-8.

We also are aware that the aforementioned report,  pursuant to Rule 436(c) under
the  Securities  Act of  1933,  is not  considered  a part  of the  Registration
Statement  prepared  or  certified  by an  accountant  or a report  prepared  or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.

Yours truly,



Deloitte & Touche LLP
Pittsburgh, Pennsylvania